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13G Filing: MSDC Management and National General Holdings Corp. (NGHC)

Published on June 20, 2017 at 10:41 am by Insider Monkey Staff in Hedge Funds

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
MSD Partners 0 2,162,500 0 2,162,500 2,162,500 2.0%
MSD Capital 0 6,204,083 0 6,204,083 6,204,083 5.8%
Black Marlin Investments 0 554,358 0 554,358 554,358 0.5%
MSD Credit Opportunity Master Fund 0 2,162,500 0 2,162,500 2,162,500 2.0%
Coral Rock Investments 0 2,554,708 0 2,554,708 2,554,708 2.4%
MSD Sparrowhawk 0 2,540,659 0 2,540,659 2,540,659 2.4%
Vermeer Investments 0 554,358 0 554,358 554,358 0.5%

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Page 1 of 10 – SEC Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13G

(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to Rules 13d-1(b), (c) and (d) and
Amendments Thereto Filed Pursuant to Rule 13d-2(b)
(Amendment No. )*
National General Holdings Corp.

(Name of Issuer)
Common Stock, par value $0.01 per share

(Title of Class of Securities)
636220 303

(CUSIP Number)
June 9, 2017

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Page 2 of 10 – SEC Filing

 CUSIP NO.
636220 303
 13G
 1   NAMES OF REPORTING PERSONS
MSD Partners, L.P.
 2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)  ☐
   (b)  ☒
 3   SEC USE ONLY
 4    CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
  5   SOLE VOTING POWER
-0-
6   SHARED VOTING POWER
2,162,500
 7   SOLE DISPOSITIVE POWER
-0-
 8   SHARED DISPOSITIVE POWER
2,162,500
 9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,162,500
 10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*     ☐
 11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.0%1
 12   TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT.
1  The percentage used herein and in the rest of this Schedule 13G is calculated based upon 106,542,350 shares of Common Stock outstanding as of May 4, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on May 9, 2017.

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Page 3 of 10 – SEC Filing

CUSIP NO.
636220 303
 13G
 1   NAMES OF REPORTING PERSONS
MSD Capital, L.P.
 2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)  ☐
   (b)  ☒
 3   SEC USE ONLY
 4    CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
  5   SOLE VOTING POWER
-0-
6   SHARED VOTING POWER
6,204,083
 7   SOLE DISPOSITIVE POWER
-0-
 8   SHARED DISPOSITIVE POWER
6,204,083
 9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,204,083
 10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*     ☐
 11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.8%1
 12   TYPE OF REPORTING PERSON*
PN
*  SEE INSTRUCTIONS BEFORE FILLING OUT.

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Page 4 of 10 – SEC Filing

* SEE INSTRUCTIONS BEFORE FILLING OUT.
CUSIP NO.
636220 303
 13G
 1   NAMES OF REPORTING PERSONS
MSD Credit Opportunity Master Fund, L.P.
 2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)  ☐
   (b)  ☒
 3   SEC USE ONLY
 4    CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
  5   SOLE VOTING POWER
-0-
6   SHARED VOTING POWER
2,162,500
 7   SOLE DISPOSITIVE POWER
-0-
 8   SHARED DISPOSITIVE POWER
2,162,500
 9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,162,500
 10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*     ☐
 11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.0%1
 12   TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT.

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Page 5 of 10 – SEC Filing

CUSIP NO.
636220 303
 13G
 1   NAMES OF REPORTING PERSONS
MSD Sparrowhawk, LP.
 2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)  ☐
   (b)  ☒
 3   SEC USE ONLY
 4    CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
  5   SOLE VOTING POWER
-0-
6   SHARED VOTING POWER
2,540,659
 7   SOLE DISPOSITIVE POWER
-0-
 8   SHARED DISPOSITIVE POWER
2,540,659
 9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,540,659
 10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*     ☐
 11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.4%1
 12   TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT.

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Page 6 of 10 – SEC Filing

CUSIP NO.
636220 303
 13G
 1   NAMES OF REPORTING PERSONS
Vermeer Investments, LLC
 2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)  ☐
   (b)  ☒
 3   SEC USE ONLY
 4    CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
  5   SOLE VOTING POWER
-0-
6   SHARED VOTING POWER
554,358
 7   SOLE DISPOSITIVE POWER
-0-
 8   SHARED DISPOSITIVE POWER
554,358
 9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
554,358
 10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*     ☐
 11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.5%1
 12   TYPE OF REPORTING PERSON*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT.

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Page 7 of 10 – SEC Filing


CUSIP NO.
636220 303
 13G
Item 1(a)
Name of Issuer:
The name of the issuer is National General Holdings Corp. (the “Company”).
Item 1(b)
Address of Issuer’s Principal Executive Offices:
The Company’s principal executive office is located at 59 Maiden Lane, 38th Floor, New York, New York, 10038.
Item 2(a)
Name of Person Filing:
This Schedule 13G is being jointly filed by and on behalf of each of MSD Capital, L.P. (“MSD Capital”), MSD Partners, L.P. (“MSD Partners”), Black Marlin Investments, LLC (“Black Marlin Investments”), MSD Credit Opportunity Master Fund, L.P. (“MSD Credit Opportunity Master Fund”), Coral Rock Investments, L.P. (“Coral Rock Investments”), MSD Sparrowhawk, LP. (“MSD Sparrowhawk”) and Vermeer Investments, LLC (“Vermeer Investments) (collectively, the “Reporting Persons”).  Each of Black Marlin Investments, MSD Credit Opportunity Master Fund, Coral Rock Investments, MSD Sparrowhawk and Vermeer Investments is the direct owner of the securities covered by this statement.
MSD Capital is a member of, and may be deemed to beneficially own securities beneficially owned by, Black Marlin Investments and Vermeer Investments. MSD Capital is the general partner of, and may be deemed to beneficially own securities beneficially owned by, Coral Rock Investments and MSD Sparrowhawk.  MSD Capital Management, LLC (“MSD Capital Management”) is the general partner of, and may be deemed to beneficially own securities beneficially owned by MSD Capital. Each of Glenn R. Fuhrman, John C. Phelan and Marc R. Lisker is a manager of, and may be deemed to beneficially own securities beneficially owned by MSD Capital Management.  Michael S. Dell is the controlling member of, and may be deemed to beneficially own securities beneficially owned by MSD Capital Management.
MSD Partners is the investment manager of, and may be deemed to beneficially own securities beneficially owned by, MSD Credit Opportunity Master Fund.  MSD Partners (GP), LLC (“MSD GP”) is the general partner of, and may be deemed to beneficially own securities beneficially owned by, MSD Partners. Each of Glenn R. Fuhrman, John C. Phelan and Marc R. Lisker is a manager of, and may be deemed to beneficially own securities beneficially owned by, MSD GP.
The Reporting Persons have entered into a Joint Filing Agreement, dated June 19, 2017, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
Neither the filing of this statement nor anything herein shall be construed as an admission that any person other than the Reporting Persons is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
Item 2(b)
Address of Principal Business Office or, if none, Residence:
The principal business address of MSD Capital, MSD Partners, Black Marlin Investments, Coral Rock Investments, MSD Sparrowhawk and Vermeer Investments is 645 Fifth Avenue, 21st Floor, New York, New York 10022.
The address of the principal business office of MSD Credit Opportunity Master Fund is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
Item 2(c)
 Citizenship:
MSD Capital, MSD Partners, Coral Rock Investments and MSD Sparrowhawk are organized as limited partnerships under the laws of the State of Delaware.  Black Marlin Investments and Vermeer Investments are organized as limited liability companies under the laws of the State of Delaware. MSD Credit Opportunity Master Fund is a limited partnership organized under the laws of the Cayman Islands.
Item 2(d)
 Title of Class of Securities:
Common Stock, par value $0.01 per share
Item 2(e)
 CUSIP No.:
636220 303
Item 3
 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:
 Not applicable.
Item 4 Ownership:
A. MSD Partners, L.P.
(a) Amount beneficially owned: 2,162,500
(b) Percent of class: 2.0%2
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 2,162,500
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 2,162,500
B. MSD Capital, L.P.
(a) Amount beneficially owned: 6,204,083
Percent of class: 5.8%2
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 6,204,083
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 6,204,083
C. Black Marlin Investments, LLC
(a) Amount beneficially owned: 554,358
(b) Percent of class: 0.5%2
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 554,358
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 554,358
D. MSD Credit Opportunity Master Fund, L.P.
(a) Amount beneficially owned: 2,162,500
(b) Percent of class: 2.0%2
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 2,162,500
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 2,162,500
E. Coral Rock Investments, L.P.
(a) Amount beneficially owned: 2,554,708
(b) Percent of class: 2.4%2
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 2,554,708
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 2,554,708
F. MSD Sparrowhawk, L.P.
(a) Amount beneficially owned: 2,540,659
(b) Percent of class: 2.4%2
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 2,540,659
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 2,540,659
G. Vermeer Investments, LLC
(a) Amount beneficially owned: 554,358
(b) Percent of class: 0.5%2
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 554,358
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 554,358

 

H. MSC Capital Management, LLC
(a) Amount beneficially owned: 6,204,083
(b) Percent of class: 5.8%2
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 6,204,083
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 6,204,083
I. MSD Partners (GP), LLC
(a) Amount beneficially owned: 2,162,500
(b) Percent of class: 2.0%2
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 2,162,500
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 2,162,500
J. Glenn R. Fuhrman
(a) Amount beneficially owned: 8,366,583
(b) Percent of class: 7.8%2
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 8,366,583
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 8,366,583
K. John C. Phelan
(a) Amount beneficially owned: 8,366,583
(b) Percent of class: 7.8%2
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 8,366,583
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 8,366,583
     
L. Marc R. Lisker
(a) Amount beneficially owned: 8,366,583
(b) Percent of class: 7.8%2
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 8,366,583
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 8,366,583
M. Michael S. Dell
(a) Amount beneficially owned: 6,204,083
(b) Percent of class: 5.8%2
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 6,204,083
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 6,204,083
2  The percentage used herein and in the rest of this Schedule 13G is calculated based upon 106,542,350 shares of Common Stock outstanding as of May 4, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on May 9, 2017.

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Page 8 of 10 – SEC Filing

Item 5
Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
Item 6
Ownership of More Than Five Percent on Behalf of Another Person:
Not applicable.
Item 7
 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
Not applicable.
Item 8
Identification and Classification of Members of the Group:
Not applicable.
Item 9
Notice of Dissolution of Group:
Not applicable.
Item 10
Certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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Page 9 of 10 – SEC Filing

    

     
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: June 19, 2017
MSD Partners, L.P.
Coral Rock Investments, L.P.
By:
MSD Partners (GP), LLC
By:
MSD Capital, L.P.
Its:
General Partner
Its:
General Partner
By:
/s/ Marc R. Lisker
By:
MSD Capital Management, LLC
Name:
Marc R. Lisker
Its:
General Partner
Title:
Manager
By:
/s/ Marc R. Lisker
Name: Marc R. Lisker
MSD Capital, L.P. Title: Manager
By: MSD Capital Management, LLC MSD Sparrowhwk, L.P.
Its: General Partner
By: MSD Capital, L.P.
By:
/s/ Marc R. Lisker
 Its: General Partner
Name: Marc R. Lisker
Title: Manager By: MSD Capital Management, LLC
Its: General Partner
Black Marlin Investments, LLC
By:
/s/ Marc R. Lisker
By: MSD Capital, L.P. Name: Marc R. Lisker
Its: Member Title: Manager
By: MSD Capital Management, LLC Vermeer Investments, LLC
Its: General Partner
By: MSD Capital, L.P.
By:
/s/ Marc R. Lisker
 Its: Member
Name: Marc R. Lisker
Title: Manager By: MSD Capital Management, LLC
Its: General Partner
MSD Credit Opportunity Fund, L.P. By:
/s/ Marc R. Lisker
Name: Marc R. Lisker
By: MSD Partners, L.P. Title: Manager
Its: Investment Adviser
By: MSD Partners (GP), LLC
Its: General Partner
By:
/s/ Marc R. Lisker
Name: Marc R. Lisker
Title: Manager

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Page 10 of 10 – SEC Filing

Exhibit 99.1
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree as follows:
(i)       Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and
(ii)   Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Date:  June 19, 2017

MSD Partners, L.P.
Coral Rock Investments, L.P.
By:
MSD Partners (GP), LLC
By:
MSD Capital, L.P.
Its:
General Partner
Its:
General Partner
By:
/s/ Marc R. Lisker
By:
MSD Capital Management, LLC
Name:
Marc R. Lisker
Its:
General Partner
Title:
Manager
By:
/s/ Marc R. Lisker
Name: Marc R. Lisker
MSD Capital, L.P. Title: Manager
By: MSD Capital Management, LLC MSD Sparrowhwk, L.P.
Its: General Partner
By: MSD Capital, L.P.
By:
/s/ Marc R. Lisker
 Its: General Partner
Name: Marc R. Lisker
Title: Manager By: MSD Capital Management, LLC
Its: General Partner
Black Marlin Investments, LLC
By:
/s/ Marc R. Lisker
By: MSD Capital, L.P. Name: Marc R. Lisker
Its: Member Title: Manager
By: MSD Capital Management, LLC Vermeer Investments, LLC
Its: General Partner
By: MSD Capital, L.P.
By:
/s/ Marc R. Lisker
 Its: Member
Name: Marc R. Lisker
Title: Manager By: MSD Capital Management, LLC
Its: General Partner
MSD Credit Opportunity Fund, L.P. By:
/s/ Marc R. Lisker
Name: Marc R. Lisker
By: MSD Partners, L.P. Title: Manager
Its: Investment Adviser
By: MSD Partners (GP), LLC
Its: General Partner
By:
/s/ Marc R. Lisker
Name: Marc R. Lisker
Title: Manager

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